TIDMVAST 
 
 
   Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining 
 
   24 October 2019 
 
   Vast Resources plc 
 
   ("Vast" or the "Company") 
 
   Documentation signed for US$15,000,000 (US$13,500,000 net) facility 
 
   Vast Resources plc, the AIM-listed mining company, is pleased to 
announce that the Company has signed a binding conditional Bond Issue 
Deed (the "Deed") for a facility of up to US$15,000,000 through an 
issuance of secured convertible bonds (the " Bonds") to a UK based fund, 
Atlas Capital Markets Limited ("Atlas").  The Deed is subject to 
customary conditions plus further specific conditions as detailed below. 
Further information on Atlas is disclosed at the end of the 
announcement. 
 
   Vast has been advised on the terms of the Bonds by Carlingford, a 
division of GFI Group. 
 
   The Directors believe the facility with Atlas offers full funding to 
reach production at the Company's Baita Plai Polymetallic Mine in 
Romania ("Baita Plai") and at the Chiadzwa Community Diamond concession 
in Zimbabwe (the "Diamond Concession"), and subsequently to generate 
positive cash flow for the Company.  This facility does not affect the 
Company's continuing process with the Swiss Bank or other funders, and 
the Company's intention is to continue its efforts in securing a 
long-term financing facility for Baita Plai and its other Romanian 
assets. 
 
   Details of the Bonds: 
 
 
   -- The Bonds are issued at 90 per cent of their par value, bear a coupon of 
      five per cent per annum and have a maturity date of two years from the 
      date of each issuance providing net proceeds to Vast of up to $13.5 
      million. 
 
   -- The proceeds will be used for bringing Baita Plai and the Diamond 
      Concession into production, and also US$1 million in repayment to 
      Mercuria under an intercreditor agreement and up to US$1 million in 
      repayment of Sub-Sahara Goldia Investments. 
 
   -- The Bonds will be issued in four tranches in accordance with cashflow 
      requirements and subject to specific conditions precedent including and 
      not limited to the Company holding a General Meeting to grant authority 
      for the issue of sufficient share capital for securing the facility. 
 
   -- The amount of each tranche is as follows: 
 
 
 
 
Tranche  Par amount 
-------  --------------------- 
First    US$7,101,947 in Bonds 
Second   US$4,467,354 in Bonds 
Third    US$2,061,856 in Bonds 
Fourth   US$1,368,843 in Bonds 
 
 
   -- As stated the Deed is subject to certain specific conditions which 
      include shareholder approval; the execution of an intercreditor and 
      standstill agreement with Mercuria; completion of due diligence relative 
      to each tranche; and over time completion of formalities on the Diamond 
      Concession following grant of mining licence; and thereafter  specific 
      practical milestones on the development of the Diamond Concession up to 
      cold commissioning of the plant. 
 
   -- Subject to the Company fulfilling its obligations under the Deed, the 
      Deed has been structured to give the Company the ability to repay the 
      facility in cash with no conversion, on account of ongoing refinancing 
      discussions with the Swiss Bank and others.  The Bonds have a 
      non-conversion period of six calendar months from the First Issuance Date 
      or, if Atlas so elects (the "Election"), 12 calendar months from the 
      Second Issuance Date (as explained below).   In the event that the 
      Election is not made the Company may, during the non-conversion period, 
      prepay the Bonds together with accrued unpaid interest at their par value 
      or, if greater, at a premium reflecting the excess of the share price at 
      the time of prepayment over 0.24p. 
 
   -- At any time prior to the Second Issuance Date, Atlas may elect in respect 
      of the Bonds to be issued on the Second, Third and Fourth Issuance Dates 
      (the "Zimbabwe Bonds") that the non-conversion period in respect of the 
      Zimbabwe Bonds be extended to 12 months from the Second issuance Date. 
      Atlas has already given the Company their intent to make the Election. 
      Once the Election is made the Zimbabwe Bonds will be repayable at a price 
      equal to 200 per cent of the principal amount of the Bonds so redeemed 
      together with any accrued and unpaid interest (the "Premium Amount") at 
      any time up to the anniversary of the Second Issuance Date.  If the 
      Zimbabwe Bonds are not repaid at the Premium Amount by the anniversary of 
      the Second Issuance Date then Atlas may thereafter exercise the 
      conversion rights in respect of the Zimbabwe Bonds.  Further in the event 
      of the Election, provided the Company's targets are met the Company will 
      be able to avoid shareholder dilution by electing to settle the Premium 
      Amount from cashflow projected to be generated from the Diamond 
      Concession. 
 
   -- If a conversion right as explained below is exercised the Company can 
      elect to cash settle the conversion notice with the result that no 
      additional Ordinary Shares would be required to be issued. 
 
 
   In the event the Company does not cash settle when a conversion right is 
exercised, the Bonds which are eligible for conversion, together with 
any accrued but unpaid interest, shall be convertible at their par value 
into free trading ordinary shares of the Company ("Ordinary Shares") at 
a fixed price of 0.24p/share (a 20 per cent premium to the share price 
at which the most recent equity raise was carried out) or at a price per 
Ordinary Share equal to 90 per cent of the Volume Weighted Average Price 
of the Ordinary Shares on each of the previous 20 trading days.  If the 
Election is not made, Atlas is restricted, subject to certain conditions, 
in exercising its conversion rights following the end of the 
non-conversion period to the exercise of up to a maximum of 10 per cent 
of the nominal value of the Bonds outstanding at the end of the 
non-conversion period in each month. 
 
 
   -- The Bonds shall be senior secured and shall rank pari passu with all 
      other senior obligations of the Company. Atlas will have security over 
      Baita Plai and the shares of the Company's subsidiary holding the Diamond 
      Concession. 
 
   -- Attached to the Bonds are warrants  ("Warrants") giving the warrant 
      holder the right to purchase in aggregate US$3,750,000 worth of Ordinary 
      Shares at a fixed price of 0.26p per share (a 30 per cent premium to the 
      share price at which the most recent equity raise was carried out).  The 
      Warrants will be issued on each Issuance Date and will be issued pro rata 
      to each Bond issuance.  The rights to exercise each Warrant will expire 
      on the third anniversary of each relevant Issuance Date. 
 
 
   Andrew Prelea, CEO of Vast Resources PLC, commented: 
 
   "The Bonds provide the required capital to enable the Company to bring 
its two core assets, Baita Plai in Romania and the Diamond Concession in 
Zimbabwe, into production. The agreed non conversion period, the early 
redemption and cash settlement options give us flexibility and enable us 
to limit dilution. 
 
   "The Atlas facility will accelerate the start of production at Baita 
Plai while we continue to work on the establishment of a long term 
finance facility for Baita Plai and other assets in Romania, whether 
with the Swiss bank or otherwise. 
 
   "We are pleased to have established a new relationship with Atlas 
Capital Markets and look forward to working together." 
 
   **S** 
 
   For further information, visit www.vastplc.com or please contact: 
 
 
 
 
Vast Resources plc               www.vastplc.com 
 Andrew Prelea (Chief Executive   +44 (0) 1491 615 232 
 Officer) 
 Andrew Hall 
Beaumont Cornish - Financial &   www.beaumontcornish.com 
 Nominated Adviser                +44 (0) 020 7628 3396 
 Roland Cornish 
 James Biddle 
SP Angel Corporate Finance LLP   www.spangel.co.uk 
 -- Broker                        +44 (0) 20 3470 0470 
 Richard Morrison 
 Caroline Rowe 
Blytheweigh                      www.blytheweigh.com 
 Tim Blythe                       +44 (0) 20 7138 3204 
 Megan Ray 
 
   The information contained within this announcement is deemed by the 
Company to constitute inside information as stipulated under the Market 
Abuse Regulations (EU) No. 596/2014 ("MAR"). 
 
   ABOUT VAST RESOURCES PLC 
 
   Vast Resources plc, is an AIM listed mining company with mines in 
Romania and Zimbabwe focused on the rapid advancement of high quality 
brownfield projects by recommencing production at previously producing 
mines in Romania and commencement of the joint venture mining agreement 
on the Community Concession Block of the Chiadzwa Diamond Fields in 
Zimbabwe. 
 
   The Company's portfolio includes an 80 per cent interest in the Baita 
Plai Polymetallic Mine in Romania, where work is currently underway 
towards developing and recommissioning the mine on completion of funding 
and the commencement of the of the Community Concession Block in 
Chiadzwa, Zimbabwe 
 
   Vast Resources owns the Manaila Polymetallic Mine in Romania, which was 
commissioned in 2015, currently on care and maintenance, and is focused 
on its expansion through the development of a second open pit operation 
and new metallurgical complex at the Carlibaba Extension Area. 
 
   ABOUT ATLAS CAPITAL MARKETS LIMITED 
 
   https://www.globenewswire.com/Tracker?data=SmKtlNEQjwK5HTt3f59l9YOKeYYN6GnT1sHD1H6zFqloh65FiV_lZg4gkU_fvpm-snms6Yv0tfD_mueVBXcI9RvomMSZgxRF5j9It5irJ8DwP-3p_g2bbm3Kfpd58KhX 
Atlas Capital Markets Limited is based in London and has a joint venture 
company, Atlas special opportunities LLC, with 
https://www.globenewswire.com/Tracker?data=SUJ9C9rbv-46ILK4m1TkAI09Y_h83r3aJ7HmJ7Q8Tw7AATDYkbn-40Fg8825qoAnGWRjjV9JSL6FrV61yg0nN0RDlFrj9XGoUIv-KTU79p0= 
Arena Investors LP, an investment fund based in New York. 
 
   Arena is managed by a team of experienced professionals that has 
originated, structured and managed over $10bn in special situation 
financing and asset-orientated investments globally. 
 
   Founded by Mustapha Raddi in 2012 and co-managed with Charles Ofori, ACM 
takes pride in the relationship fostered with each portfolio company and 
the added value we bring in expertise and strategic introductions in 
addition to our invested capital. ACM's management has over a decade of 
experience and has executed numerous deals across Europe successfully. 
 
   Attachment 
 
 
   -- Documentation signed for US$15,000,000 (US$13,500,000 net) facility 
      https://ml-eu.globenewswire.com/Resource/Download/2854cc1e-422b-4129-a498-bd2b0ec0934f 
 
 
 
 
 
 
 

(END) Dow Jones Newswires

October 24, 2019 03:00 ET (07:00 GMT)

Copyright (c) 2019 Dow Jones & Company, Inc.
Grafico Azioni Vast Resources (LSE:VAST)
Storico
Da Feb 2024 a Mar 2024 Clicca qui per i Grafici di Vast Resources
Grafico Azioni Vast Resources (LSE:VAST)
Storico
Da Mar 2023 a Mar 2024 Clicca qui per i Grafici di Vast Resources